NOBLE DRILLING CORPORATION
RETIREMENT RESTORATION PLAN
THIS RETIREMENT RESTORATION PLAN, made and
executed at Sugar Land, Texas, by NOBLE DRILLING CORPORATION, a
Delaware corporation (the “Company”),
WHEREAS, the Company has heretofore established
the Noble Drilling Corporation Retirement Restoration Plan (the
“Plan”) for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees of the Company and its participating affiliates;
and
WHEREAS, the Company now desires to amend the
Plan to make certain changes designed to comply with the
requirements of Internal Revenue Code section 409A;
NOW, THEREFORE, in consideration of the premises
and pursuant to the provisions of Section 7 of the Plan,
effective as of January 1, 2009, the Plan as in effect on
December 31, 2008, is hereby amended by restatement in its
entirety to read as follows:
Section 1. Definitions . Unless the
context clearly indicates otherwise, when used in this
Plan:
(a) “Affiliated Company” means any
incorporated or unincorporated trade or business or other entity or
person, other than the Company, that along with the Company is
considered a single employer under Code section 414(b) or Code
section 414(c); provided, however, that (i) in applying Code
section 1563(a)(1), (2), and (3) for the purposes of
determining a controlled group of corporations under Code section
414(b), the phrase “at least 50 percent” shall be
used instead of the phrase “at least 80 percent”
in each place the phrase “at least 80 percent”
appears in Code section 1563(a)(1), (2), and (3), and (ii) in
applying Treas. Reg. section 1.414(c)-2 for the purposes of
determining trades or businesses (whether or not incorporated) that
are under common control for the purposes of Code section 414(c),
the phrase “at least 50 percent” shall be used
instead of the phrase “at least 80 percent” in
each place the phrase “at least 80 percent”
appears in Treas. Reg. section 1.414(c)-2.
(b) “Code” means the Internal
Revenue Code of 1986, as amended.
(c) “Committee” means the committee
designated pursuant to Plan Section 3 to administer this
Plan.
(d) “Company” means Noble Drilling
Corporation, a Delaware corporation.
(e) “Employer” includes the Company,
Noble Corporation, Noble Drilling Services Inc., Noble Drilling
(U.S.) Inc., Noble International Limited and any other Affiliated
Company that has adopted both the Retirement Plan and this
Plan.
(f) “Grandfathered Benefit” means,
with respect to a Grandfathered Participant, the portion of such
Participant’s benefit under this Plan that is compensation
deferred before January 1, 2005 (within the meaning of Code
section 409A and Treas. Reg. section 1.409A-6(a)(3)(i)), as
increased for any subsequent taxable year of such Participant to
the extent permitted by Treas. Reg. section 1.409A-6(a)(3)(i) and
Treas. Reg.1.409A-6(a)(3)(iv); provided, however, that in no event
shall the value of such Participant’s Grandfathered Benefit
exceed the value of his or her benefit under this Plan determined
under the provisions of Plan Section 4.
(g) “Grandfathered Participant”
means a Participant who (i) was a Participant in this Plan on
December 31, 2004, and (ii) on December 31, 2004,
had either attained the age of sixty-five (65) years or
completed a Period of Service (within the meaning of the Retirement
Plan as in effect on October 3, 2004) of at least five
(5) years.
(h) “Participant” means the Chief
Executive Officer of Noble Corporation and any other employee of an
Employer (i) who is a participant in the Retirement Plan,
(ii) whose annual base salary from an Employer at the time
such employee is designated by the Chief Executive Officer of Noble
Corporation to be a Participant in this Plan is at least equal to
the maximum amount of compensation that may be taken into account
under the compensation limitation imposed under the Retirement Plan
in order to comply with Code section 401(a)(17), and (iii) who
has been designated by the Chief Executive Officer of Noble
Corporation to be a Participant in this Plan.
(i) “Payment Date” means
(i) with respect to a Participant who is not a Specified
Employee, a date determined by the Committee that is no later than
ninety (90) days after the later of (1) the date such
Participant attains the age of fifty-five (55) years, or (2)
the date of such Participant’s Separation from Service, and
(ii) with respect to a Participant who is a Specified
Employee, the later of (1) first day of the seventh month
beginning after the date of such Participant’s Separation
from Service (or if earlier, a date determined by the Committee
that is no later than ninety (90) days after the date of such
Participant’s death), or (2) the date such Participant
attains the age of fifty-five (55) years.
(j) “Plan” means this Noble Drilling
Corporation Retirement Restoration Plan as in effect from time to
time.
(k) “Retirement Plan” means the
Noble Drilling Corporation Salaried Employees’ Retirement
Plan as in effect from time to time.
(l) “Separation from Service” means,
with respect to a Participant, such Participant’s separation
from service (within the meaning of Code section 409A and the
regulations and other guidance promulgated thereunder) with the
group of employers that includes the Company and each Affiliated
Company. For this purpose, with respect to services as an employee,
an employee’s Separation from Service shall occur on the date
as of which the employee and his or her employer reasonably
anticipate that no further services will be performed after such
date or that the level of bona fide services the employee will
perform after such date (whether as an employee or an independent
contractor) will permanently decrease to no more than twenty
percent (20%) of the average level of bona fide services performed
(whether as an employee or an independent contractor) over the
immediately preceding 36-month period (or the full period of
services to the employer if the employee has been providing
services to the employer less than 36 months).
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(m) “Specified Employee” means a
Participant who is a specified employee within the meaning of Code
section 409A(a)(2) and the regulations and other guidance
promulgated thereunder. Each Specified Employee will be identified
by the Chief Executive Officer of Noble Corporation on each
December 31, using such definition of compensation permissible
under Treas. Reg. section 1.409A-1(i)(2) as the Chief Executive
Officer of Noble Corporation shall determine in his or her
discretion, and each Specified Employee so identified shall be
treated as a Specified Employee for the purposes of this Plan for
the entire 12-month period beginning on the April 1 following a
December 31 Specified Employee identification date.
Section 2. Nature of Plan . This
Plan is an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or
highly compensated employees and does not qualify under the
provisions of Code section 401.
Section 3. Plan Administration .
This Plan shall be administered by the Committee appointed to
administer the Retirement Plan on behalf of the Employers. The
Committee shall have discretionary and final authority to interpret
and implement the provisions of the Plan, including without
limitation, authority to determine eligibility for benefits under
the Plan. The Committee shall act by a majority of its members at
the time in office and such action may be taken either by a vote at
a meeting or in writing without a meeting. The Committee may adopt
such rules and procedures for the administration of the Plan as are
consistent with the terms hereof and shall keep adequate records of
its proceedings and acts. Every interpretation, choice,
determination or other exercise by the Committee of any power or
discretion given either expressly or by implication to it shall be
conclusive and binding upon all parties having or claiming to have
an interest under the Plan or otherwise directly or indirectly
affected by such a
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